Accepting Bitcoin Payments and the Terms Your Business Needs
A customer pays a $1,000 invoice in bitcoin, then requests a refund after the exchange rate changes. Returning the original amount of bitcoin and returning $1,000 worth of bitcoin can produce different results. The refund depends on what the agreement promises, what applicable law requires, and how the business calculates and returns the payment.
Similar decisions arise before an order is filled. A payment may arrive after the exchange rate quote expires, fall short of the amount due, or appear in the payment system before the business is ready to treat it as complete. Payment terms should explain what the customer and business will do when those events occur.
The Price and the Amount Due
The first decision is whether the business prices the sale in dollars and accepts bitcoin as payment, or prices it in a stated amount of bitcoin. For a sale of goods governed by Texas law, Business and Commerce Code § 2.304 permits the price to be payable in money or otherwise. The agreement should identify the amount owed and how the chosen payment method satisfies it.
For a dollar price paid in bitcoin, the conversion terms address the exchange rate source, the time the rate is fixed, and the period during which the customer can use that quote. A new quote after expiration may require a different amount of bitcoin for the same dollar price. You should decide how the business will handle a payment initiated before expiration but detected or confirmed afterward, then have the technical team explain which events the system records.
For a price stated in bitcoin, the checkout should identify whether the displayed dollar amount is an estimate. The customer terms should distinguish that estimate from the amount owed. A price display that changes between the product page, invoice, and payment screen can leave the customer uncertain about which amount the business agreed to accept.
When Payment Is Complete
The terms should identify the event that satisfies the customer's payment obligation and the event that releases the order for fulfillment. Those events can differ. A business may receive a payment while waiting for a confirmation threshold before shipping goods or activating access to a service.
BTCPay Server's invoice documentation illustrates the distinction. For payments recorded on the Bitcoin blockchain, its processing status indicates that the invoice has been paid in full but has not received the configured number of confirmations. Its settled status ordinarily indicates that the required confirmations have arrived, although the software also permits manual status changes. The status label reflects the settings and actions that produced it.
Lightning uses payment channels to make bitcoin payments without recording each payment separately on the Bitcoin blockchain. A business accepting both methods should provide instructions suited to each. You should have the technical team identify the success signal for each payment method so the customer terms describe the process the business uses.
A processor may collect from the customer before settling with the merchant. The agreement should address whether a customer's completed payment to the designated processor satisfies the invoice even if the processor delays settlement. Leaving that question unanswered can turn a dispute with the provider into a demand that the customer pay twice.
Expired Quotes, Short Payments, and Extra Payments
A customer may send payment after a quote expires. You should establish when staff may accept the original amount, seek agreement to a revised amount, or arrange a refund, subject to the existing contract and applicable law. The customer terms should describe that procedure, including how the customer will receive notice.
A customer may pay less than the amount due by entering the wrong amount or using a service that deducts a fee from the amount sent. You should decide whether the business will accept a stated tolerance, request the balance, or cancel and arrange the appropriate refund, subject to applicable law. The invoice and customer instructions should state the same deadline for completing payment.
An extra payment presents a different accounting question. Staff should follow a procedure for identifying the excess, contacting the customer, and returning it or applying an agreed credit. A transaction record showing the amount received supports that process, while the order record establishes what was owed.
Fees and Payment Instructions
The checkout should distinguish the purchase price from charges associated with sending the payment. Network fees, fees charged by a customer's wallet or exchange, and merchant service charges can have different recipients and effects. The terms and payment instructions should identify which charges the customer bears and whether the invoice requires a specified amount to arrive.
Payment instructions should identify the supported method and destination. For both Bitcoin blockchain payments and Lightning payments, staff should be able to match the payment to the order. Customer support procedures should address an incorrect destination, duplicate payment, or conflicting payment notice without promising recovery the business cannot deliver.
Calculating and Delivering Refunds
A refund policy should address eligibility, calculation, and delivery separately. For a voluntary return policy, the business can specify the circumstances in which it accepts returns and the refund method, subject to applicable law. The seller's breach or a statutory cancellation right may entitle a customer to a refund outside the voluntary return policy.
For illustration, suppose a customer pays 0.01 bitcoin for a $1,000 purchase at an exchange rate of $100,000 per bitcoin. If the rate is $125,000 when the refund is calculated, returning the original 0.01 bitcoin transfers $1,250 of value, while returning $1,000 of value requires 0.008 bitcoin. Those figures illustrate the difference between calculation methods; the amount legally owed depends on the agreement and the reason for the refund.
You should resolve that choice before drafting the policy. If the calculation uses a dollar amount, the terms should identify the exchange rate source and valuation time. Counsel should assess whether applicable law permits proposed fee deductions and how they must be disclosed. The policy should account for partial refunds and explain how the business obtains the customer's payment destination.
BTCPay Server's refund process has the merchant select a payment method and amount, share a claim link, and approve and send the payout after the customer supplies a refund address. Both parties take part in that process, and the merchant cannot complete those steps until the customer responds. Any promised completion time should account for that dependency and the legal deadlines discussed below.
The Bitcoin developer guide's refund discussion explains why returning funds to an address associated with the original payment can fail to credit a customer who used a shared custodial wallet. It recommends obtaining a refund address directly from the customer and reconfirming access when considerable time has passed. Your procedure should also address how staff authenticate a request to change the destination.
Customer Remedies Continue to Apply
Bitcoin's payment mechanics operate alongside the legal obligations arising from the sale. Under Texas Business and Commerce Code § 2.711, a buyer has cancellation and price recovery remedies in specified circumstances, including the seller's failure to deliver or the buyer's rightful rejection of goods. The statute refers to recovery of the price paid, making the agreement's description of that price relevant to a refund dispute. The terms should distinguish a dollar price paid in bitcoin from a price denominated in bitcoin, while the remedy for a particular breach depends on the agreement and applicable law.
For covered merchandise ordered online, the FTC's Mail, Internet, or Telephone Order Merchandise Rule requires a reasonable basis to expect shipment within the stated time or, if no time is stated, within 30 days after receipt of a properly completed order. The default period is 50 days when the buyer applies to the seller for credit at the time of ordering. A seller unable to ship within the applicable period must provide the prescribed delay or cancellation option and make required refunds.
For covered orders paid in bitcoin, the rule's provisions for other payment methods prescribe refund procedures and a seven working day deadline after the buyer's refund right vests. If the seller cannot refund through the original payment method, § 435.1(b)(1) calls for cash, check, or money order within seven working days after the seller discovers that inability. Your refund procedure should account for this alternative when the original method is unavailable. The rule does not explain when an unanswered request for a bitcoin address establishes that inability or how to value bitcoin for a dollar refund.
A refund policy should distinguish a discretionary return from a remedy the customer can demand under applicable law. A payment finality provision should also preserve the customer's applicable rights concerning delivery, defective goods, or a failure to perform the agreement.
Presenting the Terms and Recording Acceptance
You should present payment terms before payment, when customers can consider them in deciding whether to purchase. The acceptance process should identify the terms governing the order. Retaining the version presented and the record of the customer's action helps establish what the parties agreed.
For transactions within its scope, Texas Business and Commerce Code § 322.007 prevents denial of legal effect solely because a record, signature, or contract is electronic. Section 322.005 addresses the parties' agreement to transact electronically and preserves the role of other applicable law. The customer's agreement to transact electronically and acceptance of particular terms are separate questions.
Matching Provider Agreements to Customer Promises
A provider agreement may govern conversion, settlement timing, refund support, and access to transaction records. You should compare those commitments with the promises your business makes to customers. If the provider can suspend settlement or require verification, staff should know how to handle customer inquiries and refunds during that interruption.
A business that expands into collecting and transmitting payments for other merchants also changes the legal analysis. FinCEN's guidance on virtual currency business models, particularly section 4.6, addresses payment processing activities that can constitute money transmission. Before offering that service, you should obtain a separate assessment of the funds flow and applicable regulatory obligations.
The drafting process should leave the business with consistent customer terms, checkout disclosures, refund procedures, and records of acceptance. Your technical team can confirm the events and settings that govern payment processing, while counsel drafts the documents around those facts and the applicable law. With those documents and procedures in place, your staff can explain what the customer owes, when the order will proceed, and how an exception will be resolved.
Related practice area: Bitcoin
This article is general information about the law, not legal advice, and reading it does not create an attorney-client relationship. Laws change and how they apply depends on your specific facts. For advice on your situation, consult a qualified attorney.
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